Official Statement. Series 2016A

Transcription

1 SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE REFUNDING BONDS SERIES 2016A Official Statement Airport Commission of the City and County of San Francisco San Francisco International Airport Second Series Revenue Refunding g Bonds Series 2016A

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3 NEW ISSUE BOOK-ENTRY ONLY RATINGS: Moody s: A1 S&P: A+ Fitch: A+ (See Ratings ) In the opinion of Kutak Rock LLP and Amira Jackmon, Attorney at Law, Co-Bond Counsel to the Commission, under existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Series 2016A Bonds is excluded from gross income for federal income tax purposes, and is not a specific item of tax preference for purposes of the federal alternative minimum tax, except that interest on the Series 2016A Bonds will be included in a corporate taxpayer s adjusted current earnings for purposes of computing its federal alternative minimum tax. Co-Bond Counsel are further of the opinion that interest on the Series 2016A Bonds is exempt from present State of California personal income taxes. See TAX MATTERS herein. $232,075,000 AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE REFUNDING BONDS SERIES 2016A (Non-AMT/Governmental Purpose) Dated: Date of Delivery Due: As shown on the inside cover The Airport Commission (the Commission ) of the City and County of San Francisco (the City ) will issue $232,075,000 principal amount of its San Francisco International Airport Second Series Revenue Refunding Bonds, Series 2016A (the Series 2016A Bonds ) pursuant to the terms of the 1991 Master Resolution. The San Francisco International Airport (the Airport ) is an enterprise department of the City. The Bank of New York Mellon Trust Company, N.A. has been appointed by the Commission to act as Trustee for its Bonds, including the Series 2016A Bonds. The Commission will use the proceeds of the Series 2016A Bonds, together with other available moneys, to refund certain outstanding Bonds of the Commission and pay costs associated with the issuance of the Series 2016A Bonds. The Series 2016A Bonds will mature on the dates and bear interest at the rates shown on the inside cover of this Official Statement. Interest on the Series 2016A Bonds will be payable each May 1 and November 1, commencing May 1, The Series 2016A Bonds are subject to optional redemption prior to their stated maturity dates, as described herein. The Series 2016A Bonds will be issued only as fully registered bonds, registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company ( DTC ). So long as Cede & Co. is the registered owner of any Series 2016A Bonds, payment of the principal of and interest on the Series 2016A Bonds will be made to Cede & Co. as nominee of DTC, which is required in turn to remit such principal and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners. The Series 2016A Bonds are special, limited obligations of the Commission, payable as to principal and interest solely out of, and secured by a pledge of and lien on, the Net Revenues of the Airport and the funds and accounts provided for in the 1991 Master Resolution. Neither the credit nor taxing power of the City is pledged to the payment of the principal of or interest on the Series 2016A Bonds. No holder of a Series 2016A Bond shall have the right to compel the exercise of the taxing power of the City to pay the principal of or the interest on the Series 2016A Bonds. The Commission has no taxing power whatsoever. The Series 2016A Bonds are offered when, as and if issued by the Commission and received by the Underwriters, subject to approval of legality by Kutak Rock LLP and Amira Jackmon, Attorney at Law, Co-Bond Counsel to the Commission, and certain other conditions. Certain legal matters will be passed upon for the Commission by Nixon Peabody LLP, Disclosure Counsel, and by the City Attorney, and for the Underwriters by their counsel, Hawkins Delafield & Wood LLP. The Commission expects to deliver the Series 2016A Bonds through the facilities of DTC on or about February 25, 2016, against payment therefor. Citigroup Wells Fargo Securities Morgan Stanley Dated: January 26, 2016

4 $232,075,000 AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE REFUNDING BONDS SERIES 2016A MATURITY SCHEDULE Maturity Date (May 1) Principal Interest Rate Yield (1) CUSIP No $2,250, % 1.160% 79766DFJ ,135, DFW , DFK ,065, DFX ,000, DFL ,680, DFY ,000, DFM ,495, DFZ ,000, DFN ,155, DGA ,000, DFP ,275, DGB ,620, C 79766DFQ ,095, C 79766DFR ,660, C 79766DFS ,345, C 79766DFT ,600, C 79766DFU ,775, C 79766DFV6 C (1) Priced to par call on May 1, The Underwriters provided the initial reoffering yields. Copyright 2016, American Bankers Association. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services (CGS), which is managed on behalf of the American Bankers Association by S&P Capital IQ. This information is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers have been assigned by an independent company not affiliated with the Commission or the Underwriters and are included solely for the convenience of the registered owners of the applicable Series 2016A Bonds. Neither the Commission nor the Underwriters are responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the applicable Series 2016A Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the execution and delivery of the Series 2016A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2016A Bonds.

5 CITY AND COUNTY OF SAN FRANCISCO Edwin M. Lee, Mayor Dennis J. Herrera, City Attorney Benjamin Rosenfield, Controller José Cisneros, Treasurer AIRPORT COMMISSION Larry Mazzola, President Linda S. Crayton, Vice President Richard J. Guggenhime Eleanor Johns Peter A. Stern John L. Martin, Airport Director BOARD OF SUPERVISORS OF THE CITY AND COUNTY OF SAN FRANCISCO London Breed, District 5, President Eric Mar, District 1 Norman Yee, District 7 Mark Farrell, District 2 Scott Wiener, District 8 Aaron Peskin, District 3 David Campos, District 9 Katy Tang, District 4 Malia Cohen, District 10 Jane Kim, District 6 John Avalos, District 11 CONSULTANTS AND ADVISORS CO-FINANCIAL ADVISORS Public Financial Management, Inc. San Francisco, California Backstrom McCarley Berry & Co., LLC San Francisco, California TRUSTEE The Bank of New York Mellon Trust Company, N.A. Los Angeles, California AUDITOR KPMG LLP San Francisco, California CO-BOND COUNSEL Kutak Rock LLP Denver, Colorado Amira Jackmon, Attorney at Law Berkeley, California DISCLOSURE COUNSEL Nixon Peabody LLP San Francisco, California VERIFICATION AGENT Grant Thornton LLP

6 Information Provided by the Commission and by Third Parties. This Official Statement presents information with respect to the Commission and the Airport. The information contained herein has been obtained from officers, employees and records of the Commission and from other sources believed to be reliable. The Commission and the City each maintain a website. Unless specifically indicated otherwise, the information presented on those websites is not incorporated by reference as part of this Official Statement and should not be relied upon in making investment decisions with respect to the Series 2016A Bonds. Limitation Regarding Offering. No broker, dealer, salesperson or any other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Series 2016A Bonds, and if given or made, such information or representations must not be relied upon as having been authorized by the City or the Commission. This Official Statement does not constitute an offer to sell, or the solicitation from any person of an offer to buy, nor shall there be any sale of the Series 2016A Bonds by any person in any jurisdiction where such offer, solicitation or sale would be unlawful. The information set forth herein is subject to change without notice. The delivery of this Official Statement at any time does not imply that information herein is correct or complete as of any time subsequent to its date. Forward-Looking Statements. This Official Statement contains forecasts, projections, estimates and other forward-looking statements that are based on current expectations. The words expects, forecasts, projects, intends, anticipates, estimates, assumes and analogous expressions are intended to identify forward-looking statements. Such forecasts, projections and estimates are not intended as representations of fact or guarantees of results. Any such forward-looking statements inherently are subject to a variety of risks and uncertainties that could cause actual results or performance to differ materially from those that have been forecast, estimated or projected. Such risks and uncertainties include, among others, changes in regional, domestic and international political, social and economic conditions, federal, state and local statutory and regulatory initiatives, litigation, population changes, financial conditions of individual air carriers and the airline industry, technological change, changes in the tourism industry, changes at other San Francisco Bay Area airports, seismic events, international agreements or regulations governing air travel, and various other events, conditions and circumstances, many of which are beyond the control of the Commission. These forward-looking statements speak only as of the date of this Official Statement. The Commission disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any changes in the Commission s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Underwriters Disclaimer. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. No Securities Registration. The Series 2016A Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption from the registration requirements contained in such Act. The Series 2016A Bonds have not been registered or qualified under the securities laws of any state. Ratings of Other Parties. This Official Statement contains information concerning the ratings assigned by Moody s Investors Service, Inc., Standard & Poor s Ratings Services, a Standard & Poor s Financial Services LLC business, and Fitch Ratings, Inc. for the Credit Providers, the Liquidity Providers, the Swap Counterparties and the Guarantors of the Swap Counterparties, if any (each as defined herein). Such ratings reflect only the view of the agency giving such rating and are provided for convenience of reference only. Such rating information has been obtained from sources believed to be reliable but has not been confirmed or re-verified by such rating agencies. None of the Commission, the City or any of the Underwriters takes any responsibility for the accuracy of such ratings, gives any assurance that such ratings will apply for any given period of time, or that such ratings will not be revised downward or withdrawn if, in the judgment of the agency providing such rating, circumstances so warrant. Web Sites Not Incorporated. References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader s convenience. Unless specified otherwise, such web sites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement.

7 TABLE OF CONTENTS Page Page INTRODUCTION... 1 REFUNDING PLAN... 1 ESTIMATED SOURCES AND USES OF FUNDS... 2 DESCRIPTION OF THE SERIES 2016A BONDS.. 2 General... 2 Redemption Provisions... 3 Transfer and Exchange... 3 Defeasance... 3 SECURITY FOR THE SERIES 2016A BONDS... 4 Authority for Issuance... 4 Pledge of Net Revenues; Source of Payment... 4 Rate Covenant... 6 Contingency Account... 6 Flow of Funds... 7 Flow of Funds Chart... 9 Additional Bonds Reserve Fund; Reserve Accounts; Credit Facilities Contingent Payment Obligations No Acceleration Other Indebtedness Rights of Bond Insurers CERTAIN RISK FACTORS Uncertainties of the Aviation Industry Bankruptcy of Airlines Operating at the Airport.. 18 Airline Concentration; Effect of Airline Industry Consolidation Availability of PFCs Reduction in FAA Grants Additional Long-Term Debt Competition Airport Security Worldwide Health Concerns Seismic Risks Climate Change Issues and Possible New and Increased Regulation Risk of Sea-Level Changes and Flooding Credit Risk of Financial Institutions Providing Credit Enhancement and Other Financial Products Relating to Airport Bonds Limitation of Remedies Potential Impact of a City Bankruptcy Future Legislation Initiative, Referendum and Charter Amendments Potential Limitation of Tax Exemption of Interest on Series 2016A Bonds Risk of Tax Audit SAN FRANCISCO INTERNATIONAL AIRPORT Introduction Organization and Management i Airport Senior Management and Legal Counsel Current Airport Facilities On-Time Performance Airport Security Airline Service Passenger Traffic Cargo Traffic and Landed Weight Competition Airline Agreements Certain Federal and State Laws and Regulations.. 48 Employee Relations Hazardous Material Management CAPITAL PROJECTS AND PLANNING The Capital Plan Process The Capital Plan Airport Development Plan Federal Grants AIRPORT S FINANCIAL AND RELATED INFORMATION General Summary of Financial Statements Operating Revenues Concessions Principal Revenue Sources Passenger Facility Charge Operating Expenses Payments to the City Budget Process Risk Management and Insurance Investment of Airport Funds Currently Outstanding Bonds Liquidity Facilities and Credit Facilities Interest Rate Swaps Debt Service Requirements Historical Debt Service Coverage SFOTEC AIRLINE INFORMATION LITIGATION MATTERS RATINGS UNDERWRITING Purchase of Series 2016A Bonds Retail Brokerage Arrangements CERTAIN RELATIONSHIPS VERIFICATION OF MATHEMATICAL COMPUTATIONS TAX MATTERS General Special Considerations With Respect to the Series 2016A Bonds Backup Withholding Changes in Federal and State Tax Law Tax Treatment of Original Issue Premium... 81

8 APPROVAL OF LEGAL PROCEEDINGS PROFESSIONALS INVOLVED IN THE OFFERING TABLE OF CONTENTS (continued) ii Page FINANCIAL STATEMENTS CONTINUING DISCLOSURE MISCELLANEOUS APPENDICES APPENDIX A FINANCIAL STATEMENTS WITH SCHEDULE OF PASSENGER FACILITY CHARGE REVENUES AND EXPENDITURES JUNE 30, 2015 AND 2014 (WITH INDEPENDENT AUDITORS REPORT THEREON)... A-1 APPENDIX B INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM... B-1 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE 1991 MASTER RESOLUTION... C-1 APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE LEASE AND USE AGREEMENTS... D-1 APPENDIX E SUMMARY OF CERTAIN PROVISIONS OF THE CONTINUING DISCLOSURE CERTIFICATE... E-1 APPENDIX F PROPOSED FORM OF OPINION OF CO-BOND COUNSEL... F-1 ANNEX I LIST OF REFUNDED BONDS... Annex-1 INDEX OF TABLES Page Estimated Sources and Uses of Funds... 2 Flow of Funds Chart... 9 Original Reserve Account Balance Reserve Account Balance Letters of Credit for Commercial Paper Notes Current Members of the Commission Air Carriers Reporting Air Traffic at the Airport Passenger Traffic Total Enplanements by Airline Domestic Enplanements by Airline International Enplanements by Airline International Enplanements by Destination Air Cargo On and Off Total Revenue Landed Weight by Airline Comparison of Bay Area Airports Total Passenger Traffic Comparison of Bay Area Airports Total Air Cargo Summary of Airport s Statements of Net Position Summary of Airport s Statement of Revenues, Expenses, and Changes in Net Position Airline Payments Per Passenger Historical and Current Landing Fees and Terminal Rentals Top Ten Sources of Airport Concession Revenues Top Ten Sources of Revenue Summary of Airport PFC Applications PFC Collections Applied by the Commission for Payment of Debt Service on Outstanding Bonds Summary of Payments Made by the Airport to the City City and County of San Francisco Employees Retirement System Airport Contributions to the Retirement System Airport Contributions to the Health Service System Annual OPEB Allocation for the Airport City Pooled Investment Fund Currently Outstanding Bonds Credit Facilities for Bonds Summary of Interest Rate Swap Agreements Debt Service Schedule Historical Debt Service Coverage... 77

9 OFFICIAL STATEMENT $232,075,000 AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE REFUNDING BONDS SERIES 2016A (Non-AMT/Governmental Purpose) INTRODUCTION The Airport Commission of the City and County of San Francisco (the Commission ) will issue $232,075,000 aggregate principal amount of its San Francisco International Airport Second Series Revenue Refunding Bonds, Series 2016A (the Series 2016A Bonds ). The Commission authorized the Series 2016A Bonds under Resolution No , which the Commission adopted on December 3, 1991, as supplemented and amended (the 1991 Master Resolution ). The Series 2016A Bonds, together with all bonds that the Commission has issued and will issue pursuant to the 1991 Master Resolution, are referred to as the Bonds. For a summary of the Commission s Outstanding Bonds, see AIRPORT S FINANCIAL AND RELATED INFORMATION Currently Outstanding Bonds. Capitalized terms used and not defined in this Official Statement have the meanings given those terms in the 1991 Master Resolution. The Commission has appointed The Bank of New York Mellon Trust Company, N.A. to act as trustee (the Trustee ) for the Bonds, including the Series 2016A Bonds. See APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE 1991 MASTER RESOLUTION Certain Definitions. The Commission will use the proceeds of the Series 2016A Bonds, together with other available moneys, to refund certain outstanding Bonds of the Commission and pay costs associated with the issuance of the Series 2016A Bonds. See REFUNDING PLAN. The Series 2016A Bonds will mature on the dates, in the amounts and bear interest at the rates shown on the inside cover of this Official Statement. The Commission will secure the Series 2016A Bonds by a pledge of, lien on and security interest in Net Revenues of the San Francisco International Airport (the Airport ) which are equal to and on a parity with those securing the Commission s other Outstanding Bonds and any additional Bonds issued under the 1991 Master Resolution, which, as of December 31, 2015, were outstanding in the amount of approximately $4.5 billion. See SECURITY FOR THE SERIES 2016A BONDS and AIRPORT S FINANCIAL AND RELATED INFORMATION Currently Outstanding Bonds. The proceeds of additional Bonds are expected to be a significant source of funding for the Commission s Capital Plan. See SECURITY FOR THE SERIES 2016A BONDS Additional Bonds and CAPITAL PROJECTS AND PLANNING The Capital Plan. The Series 2016A Bonds will also be secured by the Original Reserve Account. See SECURITY FOR THE SERIES 2016A BONDS Reserve Fund; Reserve Accounts; Credit Facilities Original Reserve Account. This Official Statement contains brief descriptions or summaries of, among other things, the Series 2016A Bonds, the 1991 Master Resolution, the Lease and Use Agreements, the Reserve Account Credit Facilities, the Swap Agreements and the Continuing Disclosure Certificate of the Commission. Any description or summary in this Official Statement of any such document is qualified in its entirety by reference to each such document. REFUNDING PLAN The Commission will apply a portion of the proceeds from the sale of the Series 2016A Bonds, together with certain other available moneys, to establish an irrevocable escrow to refund the Outstanding Bonds listed and identified as the Refunded Bonds on ANNEX I LIST OF REFUNDED BONDS (collectively, the Refunded Bonds ). The portion of the proceeds of the Series 2016A Bonds that will be used to refund the Refunded Bonds will be deposited with The Bank of New York Mellon Trust Company, N.A., as escrow agent (the Escrow Agent ) 1

10 pursuant to an Escrow Agreement, dated as of February 1, 2016 (the Escrow Agreement ) by and between the Commission and the Escrow Agent. The amounts deposited under the Escrow Agreement, together with certain other available moneys, including certain amounts currently held pursuant to the 1991 Master Resolution, will be held by the Escrow Agent and will be in an amount sufficient, together with investment earnings thereon, to pay the principal and redemption price of, including premium, if any, and interest on, the Refunded Bonds through the redemption thereof. Amounts so deposited may be invested in United States Treasury securities. The Refunded Bonds will be called for redemption on the dates and at the prices set forth on ANNEX I LIST OF REFUNDED BONDS. See also VERIFICATION OF MATHEMATICAL COMPUTATIONS. ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the estimated sources and uses of funds for the Series 2016A Bonds. SOURCES OF FUNDS: Principal Amount... $232,075, Plus: Original Issue Premium... 51,218, Other Funds of the Airport (1)... 15,317, TOTAL... $298,610, USES OF FUNDS: Deposit to Escrow Fund... $297,114, Underwriters Discount , Costs of Issuance (2) , TOTAL... $298,610, (1) Represents moneys released from various funds and accounts relating to the Refunded Bonds under the 1991 Master Resolution. (2) Includes fees and expenses of Co-Bond Counsel, Disclosure Counsel, the Co-Financial Advisors and the Trustee, printing costs, rating agency fees, and other miscellaneous costs associated with the issuance of the Series 2016A Bonds. General DESCRIPTION OF THE SERIES 2016A BONDS The Series 2016A Bonds will be dated their date of issuance. The Series 2016A Bonds will bear interest at the rates and mature in the amounts and on the dates shown on the inside cover of this Official Statement. Interest on the Series 2016A Bonds will be payable on May 1 and November 1 of each year, commencing May 1, 2016 (each an Interest Payment Date ). Interest will be calculated on the basis of a 360-day year comprised of twelve 30-day months. The Series 2016A Bonds will be issued as fully registered securities without coupons, and will be registered in the name of Cede & Co. as registered owner and nominee of The Depository Trust Company ( DTC ). Beneficial ownership interests in the Series 2016A Bonds will be available in book-entry form only, in Authorized Denominations of $5,000 and any integral multiple thereof. Purchasers of beneficial ownership interests in the Series 2016A Bonds ( Beneficial Owners ) will not receive certificates representing their interests in the Series 2016A Bonds purchased. While held in book-entry only form, all payments of principal of and interest on the Series 2016A Bonds will be made by wire transfer to DTC or its nominee as the sole registered owner of the Series 2016A Bonds. Payments to Beneficial Owners are the sole responsibility of DTC and its Participants. See APPENDIX B INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM. 2

11 Redemption Provisions Optional Redemption The Series 2016A Bonds maturing on or before May 1, 2026 are not subject to optional redemption. The Series 2016A Bonds maturing on and after May 1, 2027 are subject to redemption prior to their stated maturity dates, at the option of the Commission, from any source of available funds, as a whole or in part, in Authorized Denominations, on any Business Day on or after May 1, 2026, at a redemption price equal to 100% of the principal amount of the applicable Series 2016A Bonds called for redemption, together with accrued and unpaid interest to the date fixed for redemption, without premium. Selection of Series 2016A Bonds for Redemption The Commission shall select the maturities of the Series 2016A Bonds to be redeemed. Except as otherwise described in APPENDIX B INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM, if less than all of a maturity of the Series 2016A Bonds is to be redeemed, the Series 2016A Bonds to be redeemed shall be selected by lot in such manner as the Trustee shall determine. Notice of Redemption The Trustee is required to give notice of redemption by first-class mail or electronic means, at least 30 days but not more than 60 days prior to the redemption date, to the registered owners of the affected Series 2016A Bonds to be redeemed, all organizations registered with the Securities and Exchange Commission (the SEC ) as securities depositories and the information services of national recognition which disseminate redemption information with respect to municipal securities. So long as the Series 2016A Bonds are in book-entry only form through the facilities of DTC, notice of redemption will be provided to Cede & Co., as the registered owner of the Series 2016A Bonds, and not directly to the Beneficial Owners. Any notice of optional redemption may be cancelled and annulled by the Commission for any reason on or prior to the date fixed for redemption. Such cancellation would not constitute an event of default under the 1991 Master Resolution. Transfer and Exchange The Series 2016A Bonds will be issued only as fully registered securities, with the privilege of transfer or exchange in Authorized Denominations for Series 2016A Bonds of an equal aggregate principal amount bearing the same interest rate and having the same maturity date, as set forth in the 1991 Master Resolution. All such transfers and exchanges shall be without charge to the owner, with the exception of any taxes, fees or other governmental charges that are required to be paid to the Trustee as a condition to transfer or exchange. While the Series 2016A Bonds are in book-entry only form, beneficial ownership interests in the Series 2016A Bonds may only be transferred through Direct Participants and Indirect Participants as described in APPENDIX B INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM. Defeasance Upon deposit by the Commission with the Trustee, at or before maturity, of money or noncallable Government Securities which, together with the earnings thereon, are sufficient to pay the principal amount or redemption price of any particular Series 2016A Bonds, or portions thereof, becoming due, together with all interest accruing thereon to the due date or redemption date, and if the Commission provides for any required notice of redemption prior to maturity, such Series 2016A Bonds (or portions thereof) will be deemed not to be Outstanding under the 1991 Master Resolution. This is referred to in this Official Statement as a Defeasance. Upon a Defeasance of Series 2016A Bonds, the Owner or Owners of such Series 2016A Bonds (or portions thereof) will be restricted exclusively to the money or Government Securities so deposited, together with any earnings thereon, for 3

12 payment of such Series 2016A Bonds. See APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE 1991 MASTER RESOLUTION Defeasance. Authority for Issuance SECURITY FOR THE SERIES 2016A BONDS The Series 2016A Bonds will be issued under the authority of, and in compliance with, the Charter of the City and County of San Francisco (the Charter ), the 1991 Master Resolution, and the statutes of the State of California (the State ) as made applicable to the City pursuant to the Charter. Pledge of Net Revenues; Source of Payment Pledge of Net Revenues The Series 2016A Bonds, together with all Bonds issued and to be issued pursuant to the 1991 Master Resolution, are referred to herein as the Bonds. The 1991 Master Resolution constitutes a contract between the Commission and the registered owners of the Bonds under which the Commission has irrevocably pledged the Net Revenues of the Airport to the payment of the principal of and interest on the Bonds. The payment of the principal of and interest on the Series 2016A Bonds will be secured by a pledge of, lien on and security interest in the Net Revenues on a parity with the pledge, lien and security interest securing all previously issued Bonds and any additional Bonds issued under the 1991 Master Resolution. For a description of the Airport s revenues, see AIRPORT S FINANCIAL AND RELATED INFORMATION. Net Revenues are defined in the 1991 Master Resolution as Revenues less Operation and Maintenance Expenses. Revenues, in turn, are defined in the 1991 Master Resolution to include all revenues earned by the Commission with respect to the Airport, as determined in accordance with generally accepted accounting principles ( GAAP ). Revenues do not include: (a) investment income from moneys in (i) the Construction Fund, (ii) the Debt Service Fund which constitute capitalized interest, or (iii) the Reserve Fund if and to the extent there is any deficiency therein; (b) interest income on, and any profit realized from, the investment of the proceeds of any Special Facility Bonds; (c) Special Facility Revenues and any income realized from the investment thereof unless designated as Revenues by the Commission; (d) any passenger facility or similar charge levied by or on behalf of the Commission unless designated as Revenues by the Commission; (e) grants-in-aid, donations and bequests; (f) insurance proceeds not deemed to be Revenues in accordance with GAAP; (g) the proceeds of any condemnation award; (h) the proceeds of any sale of land, buildings or equipment; and (i) any money received by or for the account of the Commission from the levy or collection of taxes upon any property of the City. Operation and Maintenance Expenses are defined in the 1991 Master Resolution to include all expenses of the Commission incurred for the operation and maintenance of the Airport, as determined in accordance with GAAP. Operation and Maintenance Expenses do not include: (a) the principal of, premium, if any, or interest on the Bonds or Subordinate Bonds (including Commercial Paper Notes); (b) any allowance for amortization, depreciation or obsolescence of the Airport; (c) any expense for which, or to the extent to which, the Commission will be paid or reimbursed from or through any source that is not included or includable as Revenues; (d) any extraordinary items arising from the early extinguishment of debt; (e) Annual Service Payments; (f) any costs, or charges made therefor, for capital additions, replacements or improvements to the Airport which, under GAAP, are properly chargeable to a capital account or reserve for depreciation; and (g) any losses from the sale, abandonment, reclassification, revaluation or other disposition of any Airport properties. Operating and Maintenance Expenses include the payment of pension charges and proportionate payments to such compensation and other insurance or outside reserve funds as the Commission may establish or the Board of Supervisors may require with respect to Commission employees. Pursuant to Section 5450 et seq. of the California Government Code, the pledge of, lien on and security interest in Net Revenues and certain other funds granted by the 1991 Master Resolution is valid and binding in accordance with the terms thereof from the time of issuance of the Series 2016A Bonds; the Net Revenues and such other funds were immediately subject to such pledge; and such pledge constitutes a lien and security interest which 4

13 immediately attaches to such Net Revenues and other funds and is effective, binding and enforceable against the Commission, its successors, creditors, and all others asserting rights therein to the extent set forth and in accordance with the terms of the 1991 Master Resolution irrespective of whether those parties have notice of such pledge and without the need for any physical delivery, recordation, filing or other further act. Such pledge, lien and security interest are not subject to the provisions of Article 9 of the California Uniform Commercial Code. Certain Adjustments to Revenues and Operation and Maintenance Expenses PFCs as Revenues. The term Revenues as defined in the 1991 Master Resolution does not include any passenger facility charge ( PFC ) or similar charge levied by or on behalf of the Commission against passengers, unless all or a portion thereof are designated as such by the Commission by resolution. The Commission first received approval from the Federal Aviation Administration ( FAA ) and began collecting PFCs in 2001 in an amount of $4.50 per enplaning passenger. The Commission s most recent PFC application was approved by the FAA in June 2015 and extended the authorized PFC collection period through March 1, The Commission is working to further extend the collection period and increase the total amount it is authorized to collect. For additional information regarding the PFC, see AIRPORT S FINANCIAL AND RELATED INFORMATION Passenger Facility Charge. The amounts of PFC collections designated as Revenues under the 1991 Master Resolution and applied to pay debt service on the Bonds since Fiscal Year are described under AIRPORT S FINANCIAL AND RELATED INFORMATION Passenger Facility Charge. The Commission expects to continue to designate a substantial portion of PFCs as Revenues in each Fiscal Year during which such PFCs are authorized to be applied to pay debt service on the Bonds. In the absence of such PFC collections, the Airport would have to increase its rates and fees, including landing fees and terminal rental rates, and/or reduce operating expenses in the aggregate by a corresponding amount. See AIRPORT S FINANCIAL AND RELATED INFORMATION Passenger Facility Charge and CERTAIN RISK FACTORS Availability of PFCs. Offsets Against Operating Expenses. The term Operation and Maintenance Expenses is defined in the 1991 Master Resolution to exclude, among other things, any expense for which, or to the extent to which, the Commission is or will be paid or reimbursed from or through any source that is not included or includable as Revenues. For example, if the Commission pays operating expenses from proceeds of borrowed money or from grant moneys rather than from current revenues, it can reduce Operation and Maintenance Expenses and thereby artificially increase Net Revenues for purposes of satisfaction of the rate covenant and additional bonds tests under the 1991 Master Resolution. The Commission has done so in the past, but only in extraordinary circumstances. Unearned Aviation Revenues. As Revenues are determined on a modified accrual basis in accordance with GAAP, actual year-to-year receipts from terminal rentals and landing fees may differ materially from the amounts reported as Revenues. Terminal rental rates and landing fees must be established in advance for the upcoming Fiscal Year based on estimated revenues and expenses. Actual receipts in any given Fiscal Year are either more or less than estimated revenues, as are actual costs relative to estimated costs. Due to the residual nature of the Lease and Use Agreements, to the extent there is an over-collection in any year (that is, receipts from the airlines exceed net costs), that excess is not included in Revenues. This is due to the fact that those revenues have not yet been earned. The Airport s cumulative unearned aviation revenues (previously referred to as deferred aviation revenues) have increased from $54.5 million in Fiscal Year to $55.7 million in Fiscal Year The Commission is obligated to reduce future rates and charges by a corresponding amount. However, the cash-on-hand resulting from any such over-collection is available in the interim to pay operating expenses, debt service on Bonds or other amounts in the event that Revenues are unexpectedly low or expenses are unexpectedly high in the course of a given Fiscal Year. Conversely, if there is an under-collection in any year, that shortfall will nonetheless be recognized as Revenues, as the Airport s right to receive them has been earned (or accrued ). The airlines are obligated under the Lease and Use Agreements to pay such deficiency from future rates and charges. Any under-collection would result in a corresponding reduction in liquidity available to the Airport for operating and other expenses. The Commission may also increase terminal rental rates and/or landing fees at any time during a Fiscal Year if the actual 5

14 expenses (including debt service) in one or more applicable cost centers are projected to exceed by 10% or more the actual revenues from such cost center. See SAN FRANCISCO INTERNATIONAL AIRPORT Airline Agreements. Special Limited Obligations The Series 2016A Bonds are special, limited obligations of the Commission, payable as to principal and interest solely out of, and secured by a pledge of and lien on, the Net Revenues of the Airport and the funds and accounts provided for in the 1991 Master Resolution. Neither the credit nor taxing power of the City is pledged to the payment of the principal of or interest on the Series 2016A Bonds. No owner of a Series 2016A Bond shall have the right to compel the exercise of the taxing power of the City to pay the principal of the Series 2016A Bonds or the interest thereon. The Commission has no taxing power whatsoever. Rate Covenant The Commission has covenanted that it shall establish and at all times maintain rates, rentals, charges and fees for the use of the Airport and for services rendered by the Commission so that: (a) Net Revenues in each Fiscal Year will be at least sufficient (i) to make all required debt service payments and deposits in such Fiscal Year with respect to the Bonds, any Subordinate Bonds and any general obligation bonds issued by the City for the benefit of the Airport (there have been no such general obligation bonds outstanding for more than 30 years), and (ii) to make the Annual Service Payment to the City as described under AIRPORT S FINANCIAL AND RELATED INFORMATION Payments to the City Annual Service Payment ; and (b) Net Revenues, together with any Transfer from the Contingency Account to the Revenues Account, in each Fiscal Year will be at least equal to 125% of aggregate Annual Debt Service with respect to the Bonds for such Fiscal Year. See Contingency Account. In the event that Net Revenues for any Fiscal Year are less than the amount specified in clause (b) above, but the Commission has promptly taken all lawful measures to revise its schedule of rentals, rates, fees and charges as necessary to increase Net Revenues, together with any Transfer, to the amount specified, such deficiency will not constitute an Event of Default under the 1991 Master Resolution. Nevertheless, if, after taking such measures, Net Revenues in the next succeeding Fiscal Year are less than the amount specified in clause (b) above, such deficiency in Net Revenues will constitute an Event of Default under the 1991 Master Resolution. See APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE 1991 MASTER RESOLUTION Certain Covenants Rate Covenant. Contingency Account The 1991 Master Resolution creates a Contingency Account within the Airport Revenue Fund held by the Treasurer of the City. Moneys in the Contingency Account may be applied upon the direction of the Commission to the payment of principal, interest, purchase price or premium payments on the Bonds, payment of Operation and Maintenance Expenses, and payment of costs related to any additions, improvements, repairs, renewals or replacements to the Airport, in each case only if and to the extent that moneys otherwise available to make such payments are insufficient therefor. The Commission is not obligated to replenish the Contingency Account in the event any amounts are withdrawn. As of November 30, 2015, the balance in the Contingency Account available for transfer, as described below, was approximately $94.0 million, which was equal to approximately 26.2% of Maximum Annual Debt Service on the Bonds as of that date. If the Commission maintains the Contingency Account at approximately $92.5 million, such balance is expected to be a lower percentage of Maximum Annual Debt Service in the future due to the anticipated issuance of additional Bonds in the future. The Commission may consider increasing the balance in the Contingency Account in the future but it is not obligated to do so. Except for transfers to the Revenues Account described in the following paragraph, the Commission has maintained approximately $92.5 million in the Contingency Account for more than ten years, prior to which time the balance was more than $55 million. The Commission has never drawn on the Contingency Account. 6

15 Moneys in the Contingency Account are required to be deposited in the Revenues Account as of the last Business Day of each Fiscal Year, and thereby applied to satisfy the coverage requirement under the rate covenant contained in the 1991 Master Resolution, unless and to the extent the Commission shall otherwise direct. See Rate Covenant. On the first Business Day of the following Fiscal Year, the deposited amount (or such lesser amount if the Commission so determines) is required to be deposited back into the Contingency Account from the Revenues Account. If the Commission withdraws funds from the Contingency Account for any purpose during any Fiscal Year and does not replenish the amounts withdrawn, this reduction in the amount on deposit in the Contingency Account may have an adverse effect on debt service coverage for such Fiscal Year and subsequent Fiscal Years. The Commission is not obligated to replenish the Contingency Account in the event amounts are withdrawn therefrom. See Rate Covenant. Flow of Funds The application of Revenues is governed by relevant provisions of the Charter and of the 1991 Master Resolution. Under the Charter, the gross revenue of the Commission is to be deposited in a special fund in the City Treasury designated as the Airport Revenue Fund. These moneys are required to be held separate and apart from all other funds of the City and are required to be applied as follows: First, to pay Airport Operation and Maintenance Expenses; Second, to make required payments to pension and compensation funds and reserves therefor; Third, to pay the principal of, interest on, and other required payments to secure revenue bonds; Fourth, to pay principal of and interest on general obligation bonds of the City issued for Airport purposes (there are no general obligation bonds outstanding for Airport purposes, nor have there been for more than 30 years); Fifth, to pay for necessary reconstruction and replacement of Airport facilities; Sixth, to acquire real property for the construction or improvement of Airport facilities; Seventh, to repay to the City s General Fund any sums paid from tax moneys for principal of and interest on any general obligation bonds previously issued by the City for Airport purposes; and Eighth, for any other lawful purpose of the Commission, including without limitation transfer to the City s General Fund on an annual basis of up to 25% of the non-airline revenues as a return upon the City s investment in the Airport. However, the Lease and Use Agreements further limit payments from the Airport Revenue Fund into the General Fund of the City to the greater of (i) 15% of Concessions Revenues (as defined in the Lease and Use Agreements) and (ii) $5 million per year. The Annual Service Payment to the City includes the total transfer to the City s General Fund contemplated by this Charter provision. See AIRPORT S FINANCIAL AND RELATED INFORMATION Payments to the City. The 1991 Master Resolution establishes the following accounts within the Airport Revenue Fund: the Revenues Account, the Operation and Maintenance Account, the Revenue Bond Account, the General Obligation Bond Account, the General Purpose Account, and the Contingency Account. Under the 1991 Master Resolution, all Revenues are required to be set aside and deposited by the Treasurer in the Revenues Account as received. Each month, moneys in the Revenues Account are set aside and applied as follows: First: to the Operation and Maintenance Account, the amount required to pay Airport Operation and Maintenance Expenses; 7

16 Second: to the Revenue Bond Account, the amount required to make all payments and deposits required in that month for the Bonds and any Subordinate Bonds, including amounts necessary to make any parity Swap Payments to a Swap Counterparty (see AIRPORT S FINANCIAL AND RELATED INFORMATION Interest Rate Swaps ); Third: to the General Obligation Bond Account, the amount required to pay the principal of and interest on general obligation bonds of the City issued for Airport purposes (there are no general obligation bonds outstanding for Airport purposes, nor have there been for more than 30 years); Fourth: to the General Purpose Account, the amount estimated to be needed to pay for any lawful purpose, including any subordinate Swap Payments payable in connection with the termination of the Swap Agreements (see AIRPORT S FINANCIAL AND RELATED INFORMATION Interest Rate Swaps ); and Fifth: to the Contingency Account, such amount as the Commission shall direct. [Remainder of Page Intentionally Left Blank] 8

17 Flow of Funds Chart The Flow of Funds Chart below sets forth a simplified graphic presentation of the allocation of amounts on deposit in the Airport Revenue Fund each month. The Commission is providing it solely for the convenience of the reader and the Commission qualifies it in its entirety by reference to the statements under the caption Flow of Funds. FLOW OF FUNDS CHART PASSENGER FACILITY CHARGES To the extent designated as Revenue by the Commission REVENUES ACCOUNT Deposit of all pledged Revenues First: OPERATION AND MAINTENANCE ACCOUNT Payment of Airport Operation and Maintenance Expenses, required payments to pension and compensation funds and reserves Second: REVENUE BOND ACCOUNT All payments and deposits required monthly for the Bonds, any Subordinate Bonds, and parity Swap Payments to a Fixed Rate Swap Counterparty a DEBT SERVICE FUND b RESERVE FUND c SUBORDINATE BONDS, DEBT SERVICE AND RESERVE FUNDS Third: GENERAL OBLIGATION BOND ACCOUNT Payment of the principal of and interest on general obligation bonds of the City issued for Airport purposes (None are outstanding or expected to be issued) Fourth: GENERAL PURPOSE ACCOUNT Payment for any lawful purpose, including Annual Service Payments to the City, subordinate Swap Payments relating to termination of Swap Agreements, necessary reconstruction and replacement of Airport facilities, acquisition of real property for construction or improvement of Airport Facilities Fifth: CONTINGENCY ACCOUNT Deposit and transfer of such amounts as the Commission shall direct 9

18 For a detailed description of the transfers and deposits of Revenues, see APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE 1991 MASTER RESOLUTION Revenue Fund; Allocation of Net Revenues. Additional Bonds General Requirements Additional Bonds which have a parity lien on Net Revenues with the Series 2016A Bonds and all previously issued Bonds may be issued by the Commission pursuant to the 1991 Master Resolution. The Commission has retained substantial flexibility as to the terms of any such additional Bonds. Such additional Bonds (which may include, without limitation, bonds, notes, bond anticipation notes, commercial paper, lease or installment purchase agreements or certificates of participation therein and Repayment Obligations to Credit Providers or Liquidity Providers) may mature on any date or dates over any period of time; bear interest at a fixed or variable rate; be payable in any currency or currencies; be in any denominations; be subject to additional events of default; have any interest and principal payment dates; be in any form (including registered, book-entry or coupon); include or exclude redemption provisions; be sold at a certain price or prices; be further secured by any separate and additional security; be subject to optional tender for purchase; and otherwise include such additional terms and provisions as the Commission may determine, subject to the then-applicable requirements and limitations imposed by the Charter. Under the Charter, the issuance of Bonds authorized by the Commission must be approved by the Board of Supervisors. The Commission may not issue any additional Bonds (other than refunding Bonds) under the 1991 Master Resolution unless the Trustee has been provided with either: (a) a certificate of an Airport Consultant stating that: (i) for the period, if any, from and including the first full Fiscal Year following the issuance of such additional Bonds through and including the last Fiscal Year during any part of which interest on such Bonds is expected to be paid from the proceeds thereof, projected Net Revenues, together with any Transfer, in each such Fiscal Year will be at least equal to 1.25 times Annual Debt Service; and (ii) for the period from and including the first full Fiscal Year following the issuance of such Bonds during which no interest on such Bonds is expected to be paid from the proceeds thereof through and including the later of: (A) the fifth full Fiscal Year following the issuance of such Bonds, or (B) the third full Fiscal Year during which no interest on such Bonds is expected to be paid from the proceeds thereof, projected Net Revenues together with any Transfer from the Contingency Account, if applicable, in each such Fiscal Year will be at least sufficient to satisfy the rate covenants in the 1991 Master Resolution (see Rate Covenant ); or (b) a certificate of an Independent Auditor stating that Net Revenues, together with any Transfer, in the most recently completed Fiscal Year were at least equal to 125% of the sum of (i) Annual Debt Service on the Bonds in such Fiscal Year, plus (ii) Maximum Annual Debt Service on the Bonds proposed to be issued. Any Transfer from the Contingency Account taken into account for purposes of (a) or (b) above shall not exceed 25% of Maximum Annual Debt Service in such Fiscal Year. See APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE 1991 MASTER RESOLUTION Issuance of Additional Series of Bonds. Proceeds of additional Bonds are expected to be a significant source of funding for the Commission s Capital Plan. See CAPITAL PROJECTS AND PLANNING The Capital Plan. The Commission expects to issue additional Bonds (in addition to the Series 2016A Bonds) to generate approximately $2.7 billion in funds for capital projects (exclusive of costs of issuance and reserve fund deposits) between Fiscal Years and , including approximately $703 million in Fiscal Year The timing and amounts of additional Bonds may 10